UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange where registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September 29, 2020, Verisk Analytics, Inc. (the “Company”) announced the election of General Vincent K. Brooks, United States Army (Ret.), to its Board of Directors effective as of October 1, 2020. As a result of the addition of Mr. Brooks, the size of the Company’s Board of Directors will increase from eleven to twelve members. Mr. Brooks will join the class of directors continuing until 2023 and will bring the number of directors in each of the Company’s three classes of directors to four directors each.
There is no arrangement or understanding between Mr. Brooks and any other person pursuant to which he was appointed to the Board. The Board is in the process of determining which committees Mr. Brooks shall serve. Mr. Brooks is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. As a non-employee director, Mr. Brooks will participate in the Company’s existing Director Compensation Plan, the terms of which are described in the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement filed with the U.S. Securities and Exchange Commission on April 3, 2020.
A copy of the press release announcing the election of Mr. Brooks to the Company’s Board of Directors is annexed as Exhibit 99.1. All information in the press release is furnished but not filed.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated September 29, 2020 announcing the election of Vincent K. Brooks to the Board of Directors of Verisk Analytics, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERISK ANALYTICS, INC. | ||||||
| Date: September 29, 2020 | By: | /s/ Kenneth E. Thompson | ||||
| Name: | Kenneth E. Thompson | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||
Exhibit 99.1
Verisk Elects Gen. Vincent Brooks to Board of Directors
JERSEY CITY, N.J., Sept. 29, 2020—Verisk (Nasdaq:VRSK), a leading data analytics provider, announces the addition of Gen. Vincent Brooks to its board of directors, effective October 1.
Brooks served in the U.S. Army for 42 years from his entry into West Point until his 2019 retirement as a four-star general. Most recently, Brooks was in command of all U.S. Forces in Korea, where he concurrently led the United Nations Command, and the Republic of Korea – U.S. Combined Forces Command, which was comprised of more than 650,000 Korean and American soldiers.
Currently, he’s a principal with WestExec Advisors, a D.C.-based advisory firm that provides geopolitical expertise to businesses navigating high-risk and volatile international environments. Brooks is also a member of the Council on Foreign Relations.
“General Brooks is a change-maker with more than four decades of leadership experience in some of the world’s most complex and challenging situations,” said Scott G. Stephenson, Verisk chairman, president and CEO. “Verisk ensures our customers in more than 30 countries are equipped to mitigate risks ranging from geopolitical matters to natural disasters to cyber threats. As a member of our board, General Brooks will reinforce Verisk’s culture of innovation and ensure we continue to develop leading edge advancements that solve our customers’ toughest challenges–wherever they are in the world.”
Brooks serves on the boards of Jacobs, Diamondback Energy, the Gary Sinise Foundation and the Korea Defense Veterans Association. He’s a visiting Senior Fellow with the Belfer Center for Science and International Affairs at the Harvard Kennedy School of Government; a Distinguished Fellow at the University of Texas for both the Clements Center for National Security, and the Strauss Center for International Security and Law; and, he’s an Executive Fellow with the Institute for Defense and Business.
# # #
About Verisk
Verisk (Nasdaq:VRSK) is a leading data analytics provider serving customers in insurance, energy and specialized markets, and financial services. Using advanced technologies to collect and analyze billions of records, Verisk draws on unique data assets and deep domain expertise to provide first-to-market innovations that are integrated into customer workflows. Verisk offers predictive analytics and decision support solutions to customers in rating, underwriting, claims, catastrophe and weather risk, global risk analytics, natural resources intelligence, economic forecasting, and many other fields. Around the world, Verisk helps customers protect people, property, and financial assets.
Headquartered in Jersey City, N.J., Verisk operates in 30 countries and is a member of Standard & Poor’s S&P 500® Index and the Nasdaq 100 Index. For more information, please visit www.verisk.com.
Investor Relations
Stacey Brodbar
Head of Investor Relations
Verisk
201-469-4327
IR@verisk.com
Media
Joe Madden
Verisk Public Relations
Joseph.Madden@Verisk.com
401-965-4284
Brett Garrison
Edelman (for Verisk)
917-639-4903
Brett.Garrison@edelman.com
Document and Entity Information |
Sep. 25, 2020 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001442145 |
| Document Type | 8-K |
| Document Period End Date | Sep. 25, 2020 |
| Entity Registrant Name | VERISK ANALYTICS, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-34480 |
| Entity Tax Identification Number | 26-2994223 |
| Entity Address, Address Line One | 545 Washington Boulevard |
| Entity Address, City or Town | Jersey City |
| Entity Address, State or Province | NJ |
| Entity Address, Postal Zip Code | 07310 |
| City Area Code | (201) |
| Local Phone Number | 469-3000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock $.001 par value |
| Trading Symbol | VRSK |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |